This Beta Service Agreement (“Agreement”) establishes the terms and conditions under which Alien Labs, Inc. (“Service Provider”) will permit you to use a beta version of Service Provider’s chatbot, which is accessible via our website located at https://memo.ai (the “Site”). To make this Agreement easier to read, the Site and our services are collectively called the “Service.”
1. Use of the Service. Subject to your compliance with the terms and conditions of this Agreement, Service Provider hereby grants you the right to use the Service, only for testing and evaluation purposes. Service Provider owns all right, title, and interest in and to the Service, including all intellectual property rights therein. You will not acquire any rights or licenses in the Service or in any Service Provider intellectual property rights on account of this Agreement or your performance of this Agreement.
2. Account Registration. To use the Service, you must have a pre-existing Slack account and register to create an account with us (“Account”). You agree to provide accurate, current, and complete information during the registration process and to update such information when and as required to keep it accurate, current, and complete at all times. Service Provider reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You may use the Service only if you are 18 years of age or older, capable of forming a binding contract with Service Provider, and not barred from using the Service under applicable law.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
3. License Grant. You grant to Service Provider a worldwide, royalty free, non-exclusive and non-transferable right and license to use and reproduce your company’s trademark, service mark, or logo in Service Provider’s marketing materials solely to advertise your company’s use of the Service. Service Provider acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or that result from its use of your company’s marks will inure solely to the benefit of your company. You represent and warrant that you have the right to grant this license on behalf of your company.
4. Feedback. We would appreciate if you would: (a) test the Service and cooperate with Service Provider in evaluating the Service; (b) work with Service Provider to identify and resolve any errors or problems in the operation of the Service; and (c) provide Service Provider with feedback and comments and suggestions for improvements to the Service (collectively, “Feedback”). As part of providing Service Provider with such Feedback, we would appreciate if you would complete any surveys or other questionnaires that Service Provider may send to you from time to time regarding your experience in using the Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of Service Provider. You hereby assign to Service Provider and agree to assign to Service Provider all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein. At Service Provider’s request and expense, you will execute documents and take such further acts as Service Provider may reasonably request to assist Service Provider to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.
5. Term. This Agreement will remain in effect until terminated. You may terminate this Agreement at any time by notifying Service Provider that you no longer desire to use the Service. Service Provider may terminate this Agreement without notice, at any time and for any reason. This Agreement will automatically terminate without notice if you breach any term of this Agreement.
6. Disclaimer. The Service is provided “AS IS”. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Service Provider makes no representations or warranties regarding the suitability of the Service for your intended requirements or purposes or regarding any data, information or content that you access through the use of the Service.
7. Acknowledgment of Beta Service. You acknowledge that: (a) the Service has not been made commercially available by Service Provider; (b) the Service may not operate properly, be in final form or fully functional; (c) the Service may contain errors, design flaws or other problems; (d) it may not be possible to make the Service fully functional; (e) the data, information or content obtained using the Service may not be accurate; (f) use of the Service may result in unexpected results, corruption or loss of data, information, content or communications, or other unpredictable damage or loss; (g) Service Provider has no obligation to release a commercial version of the Service; and (h) Service Provider has the right unilaterally to abandon development of the Service, at any time and without any obligation or liability to you. You assume all risk arising from use of the Service, including, without limitation, the risk of damage to your computer system or the corruption or loss of data, information or content. You will be solely responsible for all costs and expenses required to restore any data, information or content that is corrupted or lost as a result of your use of the Service.
8. Confidentiality. “Confidential Information” means: (a) the Service; and (b) any Service Provider business or technical information that is disclosed to you in connection with this Agreement, including, but not limited to, any information relating to Service Provider’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. Confidential Information excludes any information that: (i) is or becomes generally known to the public other than as a result of your breach of this Agreement; (ii) is rightfully known to you at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by you, without access to or use of any Confidential Information; or (iv) is rightfully obtained by you from a third party, who has the right to disclose it and who discloses it without restrictions on use or disclosure. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You may disclose Confidential Information only to those of your employees who have a bona fide need to know such Confidential Information for the performance of this Agreement; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as restrictive as those set forth herein. You will not use Confidential Information, except as necessary for the performance of this Agreement.
9. General Prohibitions. You agree not to do any of the following: Access, tamper with, or use non-public areas of the Service, Service Provider’s computer systems, or the technical delivery systems of third-party providers; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Service Provider or any third party (including another user) to protect the Service; Attempt to access or search the Service or download content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Service Provider or other generally available third-party web browsers; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service; or Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service.
10. Indemnity. You agree to defend, indemnify, and hold harmless Service Provider, and its officers, directors, employees and agents from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in any way connected with your access to or use of the Service or your breach of the terms of this Agreement.
11. Limitation of Liability. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
12. General. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of its conflicts of law rules or principles. You may not assign this Agreement or any rights granted hereunder, by operation of law or otherwise, without Service Provider’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. The failure by Service Provider to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter.